<PAGE>
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
FORM 8-K/A2
CURRENT REPORT
Pursuant To Section 13 or 15 (D) of the Securities
Exchange Act Of 1934
FEBRUARY 14, 2000
GLOBAL TELEPHONE COMMUNICATION, INC.
(Exact name of Small Business Issuer in Its Charter)
NEVADA 87-0285729
(State or other jurisdiction of (I.R.S. Employer
incorporation or organization) Identification Number)
SUITE 1800, 10 SOUTH RIVERSIDE PLAZA, CHICAGO, IL 60606
(Address of principal executive offices) (Zip Code)
1-877-901-4824
(Issuer's Telephone Number)
<PAGE>
ITEM 7. FINANCIAL STATEMENTS AND EXHIBITS
(a) Financial Statements of Business Acquired.
See attached Exhibit FS-1.
(b) Pro Forma Financial Information
See attached Exhibit FS-2.
SIGNATURES
Pursuant to the requirements required of the Securities and
Exchange Act of 1934 the Registrant caused this report to be signed on its
behalf by the undersigned, thereunto duly authorized.
GLOBAL TELEPHONE
COMMUNICATION, INC.
DATED: August 11, 2000 BY:
---------------------------------
Robert J. Andresen
President
<PAGE>
FS-1
NANO TECHNOLOGY LIMITED
(A DEVELOPMENT STAGE COMPANY)
FINANCIAL STATEMENTS
DECEMBER 31, 1999
<PAGE>
<TABLE>
C O N T E N T S
<S> <C>
Independent Auditors' Report.................................................................................... 3
Balance Sheet................................................................................................... 4
Statement of Operations......................................................................................... 5
Statement of Stockholders' Equity............................................................................... 6
Statement of Cash Flows......................................................................................... 7
Notes to the Financial Statements............................................................................... 8
</TABLE>
<PAGE>
INDEPENDENT AUDITORS' REPORT
To the Stockholders of
Nano Technology Limited
(A Development Stage Company)
Hong Kong
We have audited the accompanying balance sheet of Nano Technology Limited (a
development stage company) as of December 31, 1999 and the related statements of
operations, stockholders' equity and cash flows from inception on December 1,
1999 through December 31, 1999. These financial statements are the
responsibility of the Company's management. Our responsibility is to express an
opinion on these financial statements based on our audit.
We conducted our audit in accordance with generally accepted auditing standards.
Those standards require that we plan and perform the audit to obtain reasonable
assurance about whether the financial statements are free of material
misstatement. An audit includes examining, on a test basis, evidence supporting
the amounts and disclosures in the financial statements. An audit also includes
assessing the accounting principles used and significant estimates made by
management, as well as evaluating the overall financial statement presentation.
We believe that our audit provides a reasonable basis for our opinion.
In our opinion, the financial statements referred to above present fairly, in
all material respects, the financial position of Nano Technology Limited (a
development stage company) as of December 31, 1999 and the results of its
operations and its cash flows from inception on December 1, 1999 through
December 31, 1999 in conformity with generally accepted accounting principles.
The accompanying financial statements have been prepared assuming that the
Company will continue as a going concern. As discussed in Note 2 to the
financial statements, the company is a development stage company with no
significant operating results to date, which raises substantial doubt about its
ability to continue as a going concern. Management's plans in regard to these
matters are also described in Note 2. The financial statements do not include
any adjustments that might result from the outcome of the uncertainty.
HJ & Associates, LLC
Salt Lake City, Utah
July 26, 2000
<PAGE>
NANO TECHNOLOGY LIMITED
(A Development Stage Company)
Balance Sheet
ASSETS
<TABLE>
<CAPTION>
December 31,
1999
-----------------
<S> <C>
CURRENT ASSETS
Cash $ 6,004
Other receivable, net (Note 3) -
-----------------
Total Current Assets 6,004
-----------------
TOTAL ASSETS $ 6,004
=================
LIABILITIES AND STOCKHOLDERS' EQUITY
CURRENT LIABILITIES
Accounts payable $ 1,910
-----------------
Total Current Liabilities 1,910
-----------------
TOTAL LIABILITIES 1,910
-----------------
STOCKHOLDERS' EQUITY
Common stock: 10,000 shares authorized of $0.125
par value; 6,000 shares issued and outstanding 750
Additional paid-in capital 5,250
Deficit accumulated during the development stage (1,906)
-----------------
Total Stockholders' Equity 4,094
-----------------
TOTAL LIABILITIES AND STOCKHOLDERS' EQUITY $ 6,004
=================
</TABLE>
The accompanying notes are an integral part of these
financial statements.
<PAGE>
NANO TECHNOLOGY LIMITED
(A Development Stage Company)
Statement of Operations
<TABLE>
<CAPTION>
From
Inception on
December 1,
1999 Through
December 31,
1999
-----------------
<S> <C>
REVENUES $ -
EXPENSES
General and administrative 1,910
-----------------
Total Expenses (1,910)
-----------------
OTHER INCOME
Interest income 4
-----------------
Total Other Income 4
-----------------
NET LOSS $ (1,906)
=================
BASIC LOSS PER SHARE $ (0.52)
=================
WEIGHTED AVERAGE NUMBER OF SHARES OUTSTANDING 3,677
=================
</TABLE>
The accompanying notes are an integral part of these
financial statements.
<PAGE>
NANO TECHNOLOGY LIMITED
(A Development Stage Company)
Statement of Stockholders' Equity
<TABLE>
<CAPTION>
Deficit
Accumulated
Additional During the
Common Stock Paid-In Development
Shares Amount Capital Stage
--------------- ------------- ------------- --------------
<S> <C> <C> <C> <C>
Balance at inception on
December 1, 1999 - $ - $ - $ -
Common stock issued for
cash at $1.00 per share 4,000 500 3,500 -
Common stock issued for
cash at $1.00 per share 2,000 250 1,750 -
Net loss from inception on
December 1, 1999 through
December 31, 1999 - - - (1,906)
--------------- ------------- ------------- --------------
Balance December 31, 1999 6,000 $ 750 $ 5,250 $ (1,906)
=============== ============= ============= ==============
</TABLE>
The accompanying notes are an integral part of these
financial statements.
<PAGE>
NANO TECHNOLOGY LIMITED
(A Development Stage Company)
Statement of Cash Flows
<TABLE>
<CAPTION>
From
Inception on
December 1,
1999 Through
December 31,
1999
-----------------
<S> <C>
CASH FLOWS FROM OPERATING ACTIVITIES
Net loss $ (1,906)
Adjustment to reconcile net loss to net cash provided
(used) by operating activities:
Bad debt expense 1,910
Changes in operating assets and liabilities:
Increase (decrease) in accounts payable 1,910
(Increase) in other receivable (1,910)
-----------------
Net Cash (Used) by Operating Activities 4
-----------------
CASH FLOWS FROM INVESTING ACTIVITIES -
-----------------
CASH FLOWS FROM FINANCING ACTIVITIES
Common stock issued for cash 6,000
-----------------
Net Cash Provided by Financing Activities 6,000
-----------------
NET INCREASE IN CASH AND CASH EQUIVALENTS 6,004
CASH AND CASH EQUIVALENTS AT BEGINNING OF PERIOD -
-----------------
CASH AND CASH EQUIVALENTS AT END OF PERIOD $ 6,004
=================
CASH PAID FOR:
Interest $ -
Income taxes $ -
</TABLE>
The accompanying notes are an integral part of these
financial statements.
<PAGE>
NANO TECHNOLOGY LIMITED
(A Development Stage Company)
Notes to the Financial Statements
December 31, 1999
NOTE 1 - SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES
This summary of significant accounting policies of Nano Technology
Limited is presented to assist in understanding the Company's
financial statements. The financial statements and notes are
representations of the Company's management, which is responsible
for their integrity and objectivity. These accounting policies
conform to generally accepted accounting principles and have been
consistently applied in the preparation of the financial
statements.
a. Organization and Business Activities
The name of the Company is Nano Technology Limited (the Company).
The Company was incorporated in the British Virgin Islands on
December 1, 1999 to engage in any lawful activity, but more
particularly to assist companies in marketing their goods and
services on the internet.
b. Fiscal Year
The Company operates on a calendar year basis.
c. Revenue Recognition
The Company currently has no source of revenues. Revenue
recognition policies will be determined when principal operations
begin.
d. Estimates
The preparation of financial statements in conformity with
generally accepted accounting principles requires management to
make estimates and assumptions that affect the reported amounts of
assets and liabilities and disclosure of contingent assets and
liabilities at the date of the financial statements and the
reported amounts of revenues and expenses during the reporting
period. Actual results could differ from those estimates.
e. Income Taxes
No provision for income taxes has been accrued because the Company
has net minimal gains since inception. No tax benefit has been
reported in the financial statements because the Company is
uncertain if any carryforwards will expire unused. Accordingly,
the potential tax benefits are offset by a valuation account of
the same amount.
f. Cash and Cash Equivalents
The Company considers all highly liquid investments with a
maturity of three months or less when purchased to be cash
equivalents.
<PAGE>
NANO TECHNOLOGY LIMITED
(A Development Stage Company)
Notes to the Financial Statements
December 31, 1999
NOTE 2 - GOING CONCERN
The Company's financial statements are prepared using generally
accepted accounting principles applicable to a going concern which
contemplates the realization of assets and liquidation of
liabilities in the normal course of business. However, the Company
does not have significant cash or other material assets, nor does
it have an established source of revenues sufficient to cover its
operating costs and to allow it to continue as a going concern.
NOTE 3 - OTHER RECEIVABLES
The Company has committed to pay operating expenses for Cyber 2000
Limited (Cyber) (a subsidiary that was purchased in January 2000)
until Cyber can reimburse the Company. At year end, the Company
had recorded a payable of $1,910 for expenses incurred by Cyber
and a related receivable. At year end it was determined that Cyber
did not have the ability to reimburse the Company, therefore, an
allowance for the entire receivable was made.
<TABLE>
<CAPTION>
December 31,
1999
-----------------
<S> <C>
Other Receivables $ 1,910
Less: Allowance for bad debt (1,910)
-----------------
Net Other Receivables $ -
=================
</TABLE>
NOTE 4 - SUBSEQUENT EVENTS
On January 28, 2000, the Company acquired 100% of the issued and
outstanding capital stock of Cyber 2000 Ltd. (Cyber 2000), a Hong
Kong company for a consideration of $1,910 which was expensed as
organization costs. On the same date, 70% of the Company's issued
and outstanding shares of capital stock were
<PAGE>
acquired by Global Telephone Communication (BVI) Inc., a
British Virgin Islands Company (GTCI-BVI). GTCI-BVI is a
wholly-owned subsidiary of Global Telephone Communication, Inc.
- 3,000 shares of the Company were acquired from existing
shareholders in exchange for $350,000 cash and 500,000
shares of the Global Telephone Communication, Inc.'s common
stock valued at $2.50 per share for a total consideration of
$1,600,000 which is allocated to goodwill and is amortized
over a three-year life using the straight-line method;
- Further, 4,000 shares of the Company were acquired by way of
a share subscription agreement whereby GTCI-BVI would pay
$1,000,000 to the Company for 4,000 new shares.
<PAGE>
NANO TECHNOLOGY LIMITED
(A Development Stage Company)
Notes to the Financial Statements
December 31, 1999
NOTE 4 - SUBSEQUENT EVENTS (Continued)
As of March 31, 2000, $500,000 of the subscription is unpaid. Such
unpaid amount is due to an affiliate and is eliminated in
consolidation.
Cyber 2000 is a Hong Kong based company which is developing voice
over internet protocol (VOIP) and is to become a provider of VOIP
re-sale services with major international telephone carriers, and
also intends to build its own internet provider backbone network.
Cyber 2000 has established arrangements with major carriers to
implement VOIP in Hong Kong and the Peoples Republic of China.
Cyber 2000 will be a facilities-based provider that will own or
lease a substantial portion of the property, plant and equipment
necessary to offer a broad range of integrated communication
services. Cyber 2000 will focus on international wholesale
telecommunication requirements and will sell both origination and
termination services.
The following is an unaudited consolidated proforma balance sheet
and statement of operations:
ASSETS
<TABLE>
<CAPTION>
Nano
Technology Cyber 2000 Proforma
Limited Ltd. Consolidated
------------------ ------------------ ------------------
<S> <C> <C> <C>
CURRENT ASSETS
Cash $ 6,004 $ - $ 6,004
------------------ ------------------ ------------------
Total Assets $ 6,004 $ - $ 6,004
================== ================== ==================
LIABILITIES AND STOCKHOLDERS EQUITY (DEFICIT)
CURRENT LIABILITIES
Accounts payable $ 1,910 $ 64 $ 1,974
------------------ ------------------ ------------------
Total Current Liabilities 1,910 64 1,974
------------------ ------------------ ------------------
STOCKHOLDERS' EQUITY
Share capital 750 - 750
Paid-in capital 5,250 - 5,250
(Deficit) (1,906) (64) (1,970)
------------------ ------------------ ------------------
Total Stockholder's Equity (Deficit) 4,094 (64) 4,030
------------------ ------------------ ------------------
TOTAL LIABILITIES AND
STOCKHOLDERS' EQUITY (DEFICIT) $ 6,004 $ - $ 6,004
================== ================== ==================
</TABLE>
<PAGE>
NANO TECHNOLOGY LIMITED
(A Development Stage Company)
Consolidated Proforma Statement of Operations (Unaudited)
December 31, 1999
NOTE 4 - SUBSEQUENT EVENTS (Continued)
<TABLE>
<CAPTION>
Nano
Technology Cyber 2000 Proforma
Limited Ltd. Consolidated
------------------ ------------------ ------------------
<S> <C> <C> <C>
REVENUES $ (4) $ - $ (4)
EXPENSES 1,910 64 1,974
------------------ ------------------ ------------------
OPERATING LOSS (1,906) (64) (1,970)
------------------ ------------------ ------------------
NET INCOME (LOSS) $ (1,906) $ (64) $ (1,970)
================== ================== ==================
DEFICIT, DECEMBER 31, 1999 $ (1,906) $ (64) $ (1,970)
================== ================== ==================
</TABLE>
<PAGE>
NANO TECHNOLOGY LIMITED
(A DEVELOPMENT STAGE COMPANY)
CONSOLIDATED PROFORMA FINANCIAL STATEMENTS
DECEMBER 31, 1999
<PAGE>
CONTENTS
Summary of Transaction 3
Consolidated Proforma Balance Sheet (Unaudited) 4
Consolidated Proforma Statement of Operations (Unaudited) 5
<PAGE>
NANO TECHNOLOGY LIMITED
(A Development Stage Company)
Summary of Transaction
December 31,1999
On January 28, 2000, the Company acquired 100% of the issued and outstanding
capital stock of Cyber 2000 Ltd. (Cyber 2000), a Hong Kong company for a
consideration of $1,910 which was expensed as organization costs. On the same
date, 70% of the Company's issued and outstanding shares of capital stock
were acquired by Global Telehone Communications (BVI) Inc., a British Virgin
Islands Company (GTCI-BVI). GTCI-BVI is a wholly-owned subsidiary of Global
Telephone Communication, Inc.
- 3,000 shares of the Company were acquired from existing shareholders in
exchange for $350,000 cash and 500,000 shares of the Global Telephone
Communication, Inc.'s common stock valued at $2.50 per share for a total
consideration of $1,600,000;
- Further, 4,000 shares of the Company were acquired by way of a share
subscription agreement whereby GTCI-BVI would pay $1,000,000 to the Company
for $4,000 new shares.
As of March 31, 2000, $500,000 of the subscription is unpaid. Such unpaid
amounts due to an affiliate and is eliminated in consolidation.
Cyber 2000 is a Hong Kong based company which is developing voice over
internet protocol (VOIP) and is to become a provider of VOIP re-sale services
with major international telephone carriers, and also intends to build its
own internet provider backbone network. Cyber 2000 has established
arrangements with major carriers to implement VOIP in Hong Kong and the
Peoples Republic of China.
Cyber 2000 will be a facilities-based provider that will own or lease a
substantial portion of the property, plant a and equipment necessary to offer
a broad range of integrated communication services. Cyber 2000 will focus on
international wholesale telecommunication requirements and will sell both
origination and termination services.
The following is an unaudited consolidated proforma balance sheet and
statement of operations:
<PAGE>
NANO TECHNOLOGY LIMITED
(A Development Stage Company)
Consolidated Proforma Balance Sheet (Unaudited)
December 31, 1999
ASSETS
<TABLE>
<CAPTION>
Nano
Technology Cyber 2000 Proforma
Limited Ltd. Consolidated
------------------ ------------------ ------------------
<S> <C> <C> <C>
CURRENT ASSETS
Cash $ 6,004 $ - $ 6,004
------------------ ------------------ ------------------
Total Assets $ 6,004 $ - $ 6,004
================== ================== ==================
LIABILITIES AND STOCKHOLDERS EQUITY (DEFICIT)
CURRENT LIABILITIES
Accounts payable $ 1,910 $ 64 $ 1,974
------------------ ------------------ ------------------
Total Current Liabilities 1,910 64 1,974
------------------ ------------------ ------------------
STOCKHOLDERS' EQUITY
Share capital 750 - 750
Paid-in capital 5,250 - 5,250
(Deficit) (1,906) (64) (1,970)
------------------ ------------------ ------------------
Total Stockholders' Equity (Deficit) 4,094 (64) 4,030
------------------ ------------------ ------------------
TOTAL LIABILITIES AND
STOCKHOLDERS' EQUITY (DEFICIT) $ 6,004 $ - $ 6,004
================== ================== ==================
</TABLE>
<PAGE>
NANO TECHNOLOGY LIMITED
(A Development Stage Company)
Consolidated Proforma Statement of Operations (Unaudited)
December 31, 1999
<TABLE>
<CAPTION>
Nano
Technology Cyber 2000 Proforma
Limited Ltd. Consolidated
------------------ ------------------ ------------------
<S> <C> <C> <C>
REVENUES $ (4) $ - $ (4)
EXPENSES 1,910 64 1,974
------------------ ------------------ ------------------
OPERATING LOSS (1,906) (64) (1,970)
------------------ ------------------ ------------------
NET INCOME (LOSS) $ (1,906) $ (64) $ (1,970)
================== ================== ==================
DEFICIT, DECEMBER 31, 1999 $ (1,906) $ (64) $ (1,970)
================== ================== ==================
</TABLE>
